667 Madison Avenue

New York, NY 10065-8087

Notice of

2019

Annual Meeting

of Shareholders

Table of Contents

Proxy Summary

Board

Recommendation    

Proposal 1: Elect the twelve directors listed below

FOR

5

Proposal 2: Approve on an advisory basis the company’s executive compensation

FOR

21

Proposal 3: Ratify the appointment of the company’s independent auditors for 2019

FOR

52

Proposal 4: Consider shareholder proposal requesting certain disclosures regarding the company’s political contributions

AGAINST

55

Transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Director

Since

  Nominating &  

Governance

Ann E. Berman

Retired Senior Advisor to the President, Harvard University

Joseph L. Bower

Donald K. David Professor Emeritus, Harvard Business School

Charles D. Davidson

Venture Partner, Quantum Energy Partners

Charles M. Diker

Managing Partner, Diker Management, LLC, Chairman, Cantel Medical Corp.

Paul J. Fribourg

Chairman, President and CEO, Continental Grain Company
Lead Independent Director

Walter L. Harris

President and CEO, FOJP Service Corp. and Hospital Insurance Co.

Philip A. Laskawy

Retired Chairman and CEO, Ernst & Young LLP

Susan P. Peters

Retired Chief Human Resources Officer, General Electric Company

Andrew H. Tisch

Office of the President, Co-Chairman of the Board, Loews Corporation

James S. Tisch

Office of the President, President and Chief Executive Officer,
Loews Corporation

Jonathan M. Tisch

Office of the President, Co-Chairman of the Board, Loews Corporation; Chairman and CEO, Loews Hotels

Anthony Welters

Executive Chairman, Black Ivy Group, LLC

Proxy Summary

Board

Independence

◾  The Board has determined that all of our directors and nominees (other than the members of our Office of the President) are independent under our independence standards and the New York Stock Exchange listing standards.

◾  Members of our Office of the President are our only management directors.

◾  Independent directors regularly hold executive sessions at Board meetings, which are chaired by our lead director.

Accountability

to Shareholders

◾  All of our directors are elected annually.

◾  Our directors are elected by a majority voting standard in uncontested elections.

◾  Shareholders are invited to submit questions to our Chief Executive Officer and Chief Financial Officer on our quarterly earnings calls.

Board

Composition

and Evaluation

◾  Our Board consists of directors with a diverse mix of skills, experience and backgrounds.

◾  Our Board and Board committees each undertake a robust annual self-evaluation process.

Board

Committees

◾  We have four Board committees — Audit, Compensation, Nominating and Governance, and Executive.

◾  Each of our Audit, Compensation and Nominating and Governance Committees is composed entirely of independent directors.

◾  We have a separate Chief Executive Officer and Co-Chairmen of the Board.

◾  Our lead director is fully independent and empowered with broadly defined authorities and responsibilities. Our lead director is also Chairman of our Nominating and Governance Committee, which is responsible for developing our corporate governance principles.

◾  Our Board is responsible for risk oversight. It regularly reviews enterprise risk management and related policies, processes and controls, and oversees management in its assessment and mitigation of risk.

Director and

Officer Stock Ownership

◾  Our independent directors are required to own shares of our stock having a value of at least three times their annual cash retainer.

◾  Our executive officers and directors as a group own a substantial percentage of our outstanding common stock.

◾  We only have a single class of common stock, so this substantial stock ownership directly aligns our executive officers and directors with our other shareholders.

◾  Our fully independent Compensation Committee oversees all aspects of our executive compensation program.

◾  We have an annual shareholder advisory vote to approve named executive officer compensation.

◾  We have a clawback policy that allows for the recoupment of incentive compensation.

◾  We do not maintain employment agreements or agreements to pay severance upon a change in control with any of our executive officers.

◾  We structure a large majority of our executive officers’ compensation to be performance based.

Ethics and

Corporate Responsibilities

◾  Our Code of Business Conduct and Ethics is disclosed on our website.

◾  We have an active and robust ethics and compliance program, which includes regular employee training.

In identifying, evaluating and nominating individuals to serve as directors, our Board and its Nominating and Governance Committee do not rely on any preconceived diversity guidelines or rules. Rather, our Board and its Nominating and Governance Committee believe that Loews is best served by directors with a wide range of perspectives, professional experiences, skills and other individual qualities and attributes.

Although we have no minimum qualifications, a candidate should represent the interests of all shareholders, and not those of a special interest group, have a reputation for integrity and be willing to make a significant commitment to fulfilling the duties of a director.

Our Nominating and Governance Committee will screen and evaluate all recommended director nominees (including those validly proposed by shareholders) based on these criteria, as well as other relevant considerations. Further information

Ann E. Berman

AGE:

66

DIRECTOR SINCE:

2006

EXPERIENCE: Ms. Berman’s experience, including having served as Vice President of Finance and Chief Financial Officer of Harvard University, has provided her with a deep knowledge of the complex financial issues faced by large institutions such as Loews. In addition, her past service on the board of the Harvard Management Company, which oversees the management of Harvard’s endowment, gives her extensive experience in dealing with large and diverse investment portfolios such as those maintained by Loews and its subsidiaries. This knowledge and experience are valuable to our Board and qualifies her to serve as one of the two financial experts on our Board’s Audit Committee.

Joseph L. Bower

AGE:

80

DIRECTOR SINCE:

2001

Donald K. David Professor Emeritus at Harvard Business School since July 2014. Prior to July 2014, Professor Bower served as Baker Foundation Professor of Business Administration at Harvard University. Professor Bower is also a director of Anika Therapeutics, Inc. and New America High Income Fund, Inc.

EXPERIENCE: Professor Bower has served as a Professor of Business Administration for over 55 years. For many years his scholarship has had a particular emphasis on corporate management, organization and leadership. His study and knowledge in this area serve to enhance our Board’s ability to fulfill its oversight responsibility with respect to Loews’s management.

Charles D. Davidson

AGE:

69

DIRECTOR SINCE:

2015

Venture Partner at Quantum Energy Partners, a private equity fund specializing in investments in energy businesses, since 2015. Mr. Davidson served as Chief Executive Officer of Noble Energy Inc., an independent producer of oil and natural gas, from 2000 through 2014, and was Chairman of the Board of Noble until his retirement in May 2015. Mr. Davidson is also Chairman of the Board of Jagged Peak Energy, Inc.

EXPERIENCE: Mr. Davidson has worked in the oil and gas industry for over forty years, including as President and Chief Executive Officer of Noble. His extensive experience with oil and gas operations, as well as management of a large, complex, multinational organization, give him knowledge and insights that are valuable to our Board, particularly in overseeing the business of our energy industry subsidiaries, Diamond Offshore Drilling Inc. and Boardwalk Pipeline Partners, LP.

Charles M. Diker

AGE:

84

DIRECTOR SINCE:

2003

Managing Partner of Diker Management LLC, a registered investment adviser. Mr. Diker is also the Chairman of the Board of Cantel Medical Corp.

EXPERIENCE: Mr. Diker has had wide-ranging experience in the investment advisory field, as well as in the management or on the boards of several operating businesses. This combination of experiences as an investment professional and a key executive at operating companies is a valuable attribute Mr. Diker brings to our Board, particularly in light of Loews’s varied investment and business interests.

Paul J. Fribourg

AGE:

65

DIRECTOR SINCE:

1997

Lead Director

Chairman of the Board and Chief Executive Officer of Continental Grain Company, an international agribusiness and investment company. Mr. Fribourg is also a director of Estee Lauder Companies, Inc., Restaurant Brands International, Inc., and Bunge Limited. He was a director of Apollo Global Management, LLC from 2011 to 2018.

EXPERIENCE: Mr. Fribourg has had extensive and practical hands-on experience as the Chief Executive Officer of Continental Grain Company, a major industrial company with broad international operations. This background gives Mr. Fribourg particular insight into many of the business decisions that come before our Board.

Walter L. Harris

AGE:

67

DIRECTOR SINCE:

2004

Since November 2014, President and Chief Executive Officer of FOJP Service Corporation, a provider of risk management services to hospitals, long-term care facilities and social service agencies in New York City, and Hospitals Insurance Company, a provider of insurance coverages and services to hospitals, long-term care facilities, physicians and healthcare professionals in New York State. Prior to that, Mr. Harris was an independent consultant, and from December 2010 until June 2013, he was Vice Chairman of Alliant Insurance Services, Inc. and President of its wholly-owned subsidiary, T&H Group, Inc., an insurance brokerage firm.

EXPERIENCE: Mr. Harris has extensive experience and knowledge regarding the commercial insurance industry, which is particularly valuable to our Board in light of Loews’s significant interest in the insurance industry as represented by one of our principal subsidiaries, CNA.

Philip A. Laskawy

AGE:

77

DIRECTOR SINCE:

2003

Retired Chairman and Chief Executive Officer of Ernst & Young LLP, an international accounting firm. Mr. Laskawy is also a director of Henry Schein, Inc., Covetrus, Inc. and Lazard Ltd. He was a director of General Motors Corporation from 2009 until 2013 and Federal National Mortgage Association (Fannie Mae) from 2008 until 2014.

EXPERIENCE: Mr. Laskawy brings to our Board extensive knowledge of and skills in financial and accounting matters, having served as Chairman and Chief Executive Officer of one of the largest public accounting firms in the United States. This qualifies him to serve as one of the two financial experts on our Board’s Audit Committee. Mr. Laskawy’s knowledge and skills are especially valuable to our Board in understanding and dealing with complex financial and accounting issues.

Susan P. Peters

AGE:

65

DIRECTOR SINCE:

2018

Retired Senior Vice President of Human Resources of General Electric Company, a global industrial company, a position which she held from July 2013 until December 2017. Prior to that she was Vice President, Executive Development & Chief Learning Officer at General Electric.

EXPERIENCE: Ms. Peters’ experience during her 38-year career at General Electric, in which she held positions of increasing responsibility and which culminated in her serving as the chief human resources officer and a member of the senior leadership team, has provided her with deep domain expertise in talent management, operational optimization, executive compensation and leadership development at the highest level that serve our Board well.

Andrew H. Tisch

AGE:

69

DIRECTOR SINCE:

1985

Co-Chairman of the Board, Chairman of the Executive Committee and a member of the Office of the President of Loews. Mr. Tisch is also a director of our subsidiaries, CNA, Diamond Offshore and the general partner of Boardwalk Pipeline. He was also a director of K12 Inc. from 2001 to 2017.

EXPERIENCE: Mr. Tisch has served as a member of Loews’s Office of the President since 1999 and, prior to that time, had served the company in a number of other executive positions. This experience has provided him with broad knowledge of and insight into Loews and its operations and businesses and has enabled him to be instrumental in providing our company with strategic direction and operational oversight. Our Board and its Nominating and Governance Committee believe that his direct experience in managing Loews’s business, as well as his institutional knowledge, is of critical importance to our Board in fulfilling its responsibilities.

James S. Tisch

AGE:

66

DIRECTOR SINCE:

1986

President and Chief Executive Officer and a member of the Office of the President of Loews. Mr. Tisch is also a director of General Electric Company, and our subsidiary, CNA, and Chairman of the Board of our subsidiary, Diamond Offshore.

EXPERIENCE: Mr. Tisch has served as a member of Loews’s Office of the President since 1999 and, prior to that time, had served the company in a number of other executive positions, giving him extensive knowledge of Loews, its operations and the businesses in which it is engaged, and enabling him to be instrumental in providing our company with both strategic direction and day-to-day operational oversight. Our Board and its Nominating and Governance Committee believe that his direct experience in managing Loews’s business, as well as his institutional knowledge, is of critical importance to our Board in fulfilling its responsibilities.

Jonathan M. Tisch

AGE:

65

DIRECTOR SINCE:

1986

Co-Chairman of the Board and a member of the Office of the President of Loews, and Chairman and, since October 2016, Chief Executive Officer of our subsidiary, Loews Hotels.

EXPERIENCE: Mr. Tisch has served as a member of Loews’s Office of the President since 1999 and, prior to that time, had served the company in a number of other executive positions. This experience has provided him with broad knowledge of and insight into Loews and its operations and businesses and has enabled him to be instrumental in providing our company with strategic direction and operational oversight. Our Board and its Nominating and Governance Committee believe that his direct experience in managing Loews’s business, as well as his institutional knowledge, is of critical importance to our Board in fulfilling its responsibilities.

Anthony Welters

AGE:

64

DIRECTOR SINCE:

2013

Executive Chairman of Black Ivy Group, LLC, a values-driven investment company that builds and grows commercial enterprises in Sub-Saharan Africa, since 2013. Mr. Welters served as Senior Advisor to the Office of the Chief Executive Officer of UnitedHealth Group Incorporated from 2014 until his retirement in 2016. Prior to that he was Executive Vice President and a Member of the Office of the Chief Executive Officer of UnitedHealth Group and led its Public and Senior Markets Group. He joined UnitedHealth Group in 2002 upon its acquisition of AmeriChoice, a healthcare company he founded in 1989. He is also an attorney. Mr. Welters is also a director of the Carlyle Group and was a director of West Pharmaceutical Services, Inc. from 1997 until 2016 and of C.R. Bard, Inc. from 1999 to 2017.

EXPERIENCE: Mr. Welters’ experience as a senior executive at a large, complex health insurance company, as well as his service as a director of several public companies and his work with numerous educational and philanthropic organizations, give him a range of knowledge and skills that are extremely valuable to our Board.

Our Board recommends a vote FOR each of the nominees listed above to be elected as a director of our Company.

AUDIT

CHAIR: Walter Harris

OTHER MEMBERS:

Ann E. Berman                Joseph L. Bower
Charles M. Diker             Paul J. Fribourg
Philip A. Laskawy

2018 MEETINGS HELD: 8

Each of the members is an independent director and satisfies the additional independence and other requirements for Audit Committee members provided for in the listing standards of the New York Stock Exchange and the rules of the Securities and Exchange Commission.

Additionally, Ms. Berman and Mr. Laskawy have been designated as “audit committee financial experts” under the rules of the Securities and Exchange Commission.

PRIMARY ROLE

The Audit Committee assists our Board in fulfilling its responsibility to oversee:

◾   the integrity of our financial statements;

◾   our compliance with legal and regulatory requirements;

◾   the qualifications and independence of our independent auditors;

◾   the performance of our internal audit function and independent auditors;

◾   our systems of disclosure controls and procedures and internal controls over financial reporting; and

◾   compliance with ethical standards adopted by Loews.

Our Audit Committee has sole authority to appoint, retain, compensate, evaluate and terminate our independent auditors and to approve all engagement fees and terms for our independent auditors.

COMPENSATION

CHAIR: Joseph L. Bower

OTHER MEMBERS:

Charles D. Davidson        Charles M. Diker
Paul J. Fribourg

2018 MEETINGS HELD: 2

Each of the members is an independent director and satisfies the additional independence requirements for Compensation Committee members provided for in the listing standards of the New York Stock Exchange and the rules of the Securities and Exchange Commission.

PRIMARY ROLE

The Compensation Committee assists our Board in discharging its responsibilities relating to compensation of our executive officers. These responsibilities include:

◾   reviewing our general compensation philosophy for executive officers;

◾   overseeing the development and implementation of executive compensation programs; and

◾   reviewing compensation levels, including incentive and equity-based compensation, for executive officers, directors and Board committee members.

Our Compensation Committee determines and approves compensation for our executive officers and administers our incentive and equity-based compensation plans.

NOMINATING AND GOVERNANCE COMMITTEE

CHAIR: Paul J. Fribourg

OTHER MEMBERS:

Joseph L. Bower        Jacob A. Frenkel
Walter L. Harris        Anthony Welters

2018 MEETINGS HELD: 2

Each of the members is an independent director.

PRIMARY ROLE

The Nominating and Governance Committee identifies individuals qualified to become members of our Board and recommends to our Board a slate of director nominees for election at our annual meetings of shareholders.

The Committee also develops and recommends to our Board a set of corporate governance principles, which are detailed in our Corporate Governance Guidelines.

BOARD

As part of its oversight responsibility, our Board has Loews’s management provide periodic reports to systematically identify the principal risks facing the company and its subsidiaries, identify and evaluate policies and practices that promote a culture that actively balances risk and reward, and evaluate risk management practices. These reports enable non-management directors to conduct meaningful and substantive discussions concerning these issues with senior management through the conduit of the lead director and during full Board deliberations.

OFFICE OF

PRESIDENT

  LEAD INDEPENDENT   DIRECTOR

MANAGEMENT

RISK COUNCIL

Chair: Chief Financial Officer

Other Members: Representatives    

of Different Functional Areas

The Risk Council assists Loews’s management in reporting appropriate information and analysis regarding enterprise risk management to our Board. It reviews Loews’s enterprise risk management framework, including the strategies, policies, procedures and systems established by Loews management and each of its subsidiaries to identify, assess, measure and manage the material risks facing Loews and its subsidiaries, and periodically reports to our Office of the President, Board and Audit Committee.

Fees Earned or

Paid in Cash

Stock   

             Awards⁽¹⁾

            Option/SAR   

Awards⁽²⁾

Lawrence S. Bacow⁽³⁾

$44,300

$0   

$0   

$44,300

Ann E. Berman

125,000

100,000   

0   

225,000

Joseph L. Bower

165,000

100,000   

0   

265,000

Charles D. Davidson

110,000

100,000   

0   

210,000

Charles M. Diker

135,000

100,000   

0   

235,000

Jacob A. Frenkel

110,000

100,000   

0   

210,000

Paul J. Fribourg

185,000

100,000   

0   

285,000

Walter L. Harris

175,000

100,000   

0   

275,000

Philip A. Laskawy

125,000

100,000   

0   

225,000

Ken Miller⁽³⁾

38,984

0   

0   

38,984

Susan P. Peters

75,000

100,000   

0   

175,000

Anthony Welters

110,000

100,000   

0   

210,000

These amounts represent the grant date fair value of RSUs, calculated in accordance with the Financial Accounting Standards Board’s (“FASB”) ASC Topic 718. At December 31, 2018, the aggregate number of RSUs outstanding for each non-management director was 1,959.

Prior to 2016, our non-management directors were granted stock appreciation rights (“SARs”) under the Loews Corporation Stock Option Plan (our “Stock Option Plan”). At December 31, 2018, the aggregate number of SAR awards outstanding for each non-management director (or former director) was as follows: Lawrence S. Bacow, 39,000; Ann E. Berman, 48,000; Joseph L. Bower, 54,000; Charles D. Davidson, 9,000; Charles M. Diker, 54,000; Jacob A. Frenkel, 49,500; Paul J. Fribourg, 54,000; Walter L. Harris, 54,000; Philip A. Laskawy, 54,000; Ken Miller, 54,000; Susan P. Peters, 0; and Anthony Welters, 20,250.

Messrs. Bacow and Miller served as directors until our 2018 annual meeting of shareholders. Amounts included in the table reflect their compensation for their service prior to that meeting.

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

T. Rowe Price Associates, Inc.

100 E. Pratt Street

Baltimore, MD 21202

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

James S. Tisch

c/o Barry L. Bloom

655 Madison Avenue, 11th Floor

New York, NY 10065

Andrew H. Tisch

c/o Barry L. Bloom

655 Madison Avenue, 11th Floor

New York, NY 10065

JPMorgan Chase & Co.

270 Park Avenue

New York, NY 10017

This information is based on a Schedule 13G report filed by The Vanguard Group, as an investment advisor, on February 11, 2019. According to the report, The Vanguard Group has sole voting power with respect to 323,015 shares and sole dispositive power with respect to 27,384,160 shares. The report was filed by The Vanguard Group on behalf of itself and its wholly owned subsidiaries, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd.

This information is based on a Schedule 13G report filed by T. Rowe Price Associates, Inc. on February 14, 2019. According to the report, T. Rowe Price Associates, Inc. has sole voting power with respect to 7,142,614 shares and sole dispositive power with respect to 18,939,953 shares.

This information is based on a Schedule 13G report filed by BlackRock, Inc. on February 6, 2019. According to the report, BlackRock, Inc. has sole voting power with respect to 16,304,639 shares and sole dispositive power with respect to 18,932,642 shares. The report was filed by BlackRock, Inc. on behalf of itself and its wholly owned subsidiaries, BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited and BlackRock Fund Managers Ltd.

The amount beneficially owned includes 14,950,638 shares held by trusts of which he is trustee, 70,000 shares held by trusts of which he and his wife are trustees, 808,642 shares held by a trust of which his wife is trustee, 1,170,000 shares held by a charitable foundation of which he is a director and 54,834 shares which he had the right to acquire upon exercise of SARs which were then exercisable. He has sole voting and dispositive power with respect to 14,950,638 shares.

The amount beneficially owned includes 14,809,184 shares held by trusts of which he is trustee, 1,300,000 shares held by a charitable foundation of which he is a director and 54,834 shares which he had the right to acquire upon exercise of SARs which were then exercisable. He has sole voting and dispositive power with respect to 14,809,184 shares.

This information is based on a Schedule 13G report filed by JPMorgan Chase & Co. on January 25, 2019. According to the report, JPMorgan Chase & Co. has sole voting power with respect to 16,265,175 shares and sole dispositive power with respect to 16,495,345 shares. The report was filed by JPMorgan Chase & Co. on behalf of itself and its wholly owned subsidiaries, J.P. Morgan Investment Management Inc.; JPMorgan Chase Bank, National Association; JPMorgan Asset Management (UK) Limited; J.P. Morgan Trust Company of Delaware; and J.P. Morgan Securities LLC.

Ann E. Berman

12,228 ⁽³⁾    

*   

Joseph L. Bower

23,082 ⁽⁴⁾    

*   

Charles D. Davidson

18,424 ⁽⁵⁾    

*   

Charles M. Diker

17,999 ⁽⁶⁾    

*   

David B. Edelson

56,804 ⁽⁷⁾    

*   

Jacob A. Frenkel

13,938 ⁽⁸⁾    

*   

Paul J. Fribourg

15,028 ⁽⁹⁾    

*   

Walter L. Harris

20,999 ⁽¹⁰⁾    

*   

Philip A. Laskawy

21,028 ⁽¹¹⁾    

*   

Susan P. Peters

1,959 ⁽¹²⁾    

*   

Kenneth I. Siegel

24,659 ⁽¹³⁾    

*   

Andrew H. Tisch

16,164,018 ⁽¹⁴⁾    

5.3%

James S. Tisch

17,054,114 ⁽¹⁵⁾    

5.6%

Jonathan M. Tisch

10,125,694 ⁽¹⁶⁾    

3.3%

Anthony Welters

12,349 ⁽¹⁷⁾    

*   

All executive officers and directors as a group

(17 persons including those listed above)

Except as otherwise indicated, the persons listed as beneficial owners of the shares have sole voting and investment power with respect to those shares.

The number of shares included for shares issuable upon the exercise of SARs granted under our Stock Option Plan is the number of shares each person would have received had such person exercised his or her SARs, based on the fair market value per share of $47.80 for our Common Stock, calculated under the terms of our Stock Option Plan, on March 15, 2019.

Includes: (i) 5,562 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable; (ii) 4,707 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 15, 2019 if the director’s service as a director terminated during that time; and (iii) 1,959 shares underlying unvested RSUs that will vest within 60 days of March 15, 2019.

Includes: (i) 9,180 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable; (ii) 2,557 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 15, 2019 if the director’s service as a director terminated during that time; and (iii) 1,959 shares underlying unvested RSUs that will vest within 60 days of March 15, 2019.

Includes: (i) 1,787 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable; and (ii) 1,959 shares underlying unvested RSUs that will vest within 60 days of March 15, 2019.

Includes: (i) 8,362 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable; and (ii) 1,959 shares underlying unvested RSUs that will vest within 60 days of March 15, 2019.

Includes 41,128 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable. In addition, Mr. Edelson owns beneficially 2,000 shares of CNA Financial Corporation, an 89% owned subsidiary of the company.

Includes: (i) 7,302 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable; and (ii) 1,959 shares underlying unvested RSUs that will vest within 60 days of March 15, 2019.

Includes: (i) 8,362 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable; (ii) 4,707 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 15, 2019 if the director’s service as a director terminated during that time; and (iii) 1,959 shares underlying unvested RSUs that will vest within 60 days of March 15, 2019.

Includes: (i) 8,362 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable; and (ii) 1,959 shares underlying unvested RSUs that will vest within 60 days of March 15, 2019. In addition, Mr. Harris owns beneficially 1,830 shares of CNA.

Includes: (i) 8,362 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable; (ii) 4,707 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 15, 2019 if the director’s

service as a director terminated during that time; (iii) 1,959 shares underlying unvested RSUs that will vest within 60 days of March 15, 2019; and (iv) 6,000 shares owned beneficially by Mr. Laskawy’s wife.

Includes 1,959 shares underlying unvested RSUs that will vest within 60 days of March 15, 2019.

Includes 13,622 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable. In addition, Mr. Siegel has been granted SARs by Diamond Offshore Drilling, Inc., a 53% owned subsidiary of the company, under its stock option plan for which he would have received upon exercise 52 Diamond Offshore shares had he exercised those SARs, based on a fair market value per share of $10.07 for Diamond Offshore’s common stock, calculated under the terms of its stock option plan, on March 1, 2019.

Includes: (i) 54,834 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable; (ii) 14,809,184 shares held by trusts of which Andrew H. Tisch is the managing trustee (inclusive of 7,691,285 shares held in trust for his benefit); and (iii) 1,300,000 shares held by a charitable foundation as to which Andrew H. Tisch has shared voting and investment power. In addition, Andrew H. Tisch is the managing trustee and beneficiary of a trust that owns beneficially 106,100 shares of CNA. In addition, Andrew H. Tisch has been granted SARs by Diamond Offshore under its stock option plan for which he would have received upon exercise 52 Diamond Offshore shares had he exercised those SARs, based on a fair market value per share of $10.07 for Diamond Offshore’s common stock, calculated under the terms of its stock option plan, on March 1, 2019.

Includes: (i) 54,834 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable; (ii) 15,829,280 shares held by trusts of which James S. Tisch is the managing trustee (inclusive of 8,703,469 shares held in trust for his benefit); and (iii) 1,170,000 shares held by a charitable foundation as to which James S. Tisch has shared voting and investment power. In addition, James S. Tisch owns beneficially 5,000 shares of Diamond Offshore. In addition, he has been granted SARs by Diamond Offshore under its stock option plan for which he would have received upon exercise 52 Diamond Offshore shares had he exercised those SARs, based on a fair market value per share of $10.07 for Diamond Offshore’s common stock, calculated under the terms of its stock option plan, on March 1, 2019. He is also the managing trustee and beneficiary of a trust that owns beneficially 106,100 shares of CNA.

Includes: (i) 54,834 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable; (ii) 9,683,932 shares held by trusts of which Jonathan M. Tisch is the managing trustee (inclusive of 4,619,638 shares held in trust for his benefit); and (iii) 386,928 shares held by charitable foundations as to which Mr. Jonathan M. Tisch has shared voting and investment power.

Includes: (i) 2,706 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable; (ii) 2,150 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 15, 2019 if the director’s service as a director terminated during that time and (iii) 1,959 shares underlying unvested RSUs that will vest within 60 days of March 15, 2019.

Includes 309,757 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable.

Accordingly, our Board recommends a vote FOR the following resolution:

   OUR NAMED EXECUTIVE OFFICERS FOR 2018 WERE:

President and Chief Executive Officer, Office of the President

Office of the President, Co-Chairman of the Board, Loews Corporation; Chairman and Chief Executive Officer, Loews Hotels

  Base Salary

  17.4%

Cash Incentive Compensation

66.5%

Stock-Based Awards

16.1%

Incentive Compensation: 82.6%

OTHER NEOs

  Base Salary

   18.7% – 22.2%

Cash Incentive Compensation

57.4% – 67.7%

Stock-Based Awards

13.6% – 20.5%

Incentive Compensation: 77.8% – 81.3%

SAY ON PAY VOTE APPROVAL

In the last five years, we received an average approval of approximately 91% in our annual advisory vote of shareholders on our executive compensation program.

 STEP 1    

Establish annual performance bonus pool

First quarter of each year            

First, the Compensation Committee establishes an annual performance bonus pool expressed as a percentage of our performance-based income for that year.

The performance bonus pool is not an expectation of the bonus amounts that will, in fact, be paid; rather, it sets the outer limit of compensation that can be paid to all executive officers in our incentive compensation program for the year.

The Committee allocates a portion of the performance bonus pool to each of the named executive officers and other executive officers who participate in the incentive compensation program.

 STEP 2

Establish Target Award

First quarter of each year            

Then, the Compensation Committee establishes a target award (expressed as a dollar amount) for each participant, based on an assessment of the individual’s expected performance.

The intention is that the incentive compensation award will not exceed the target award (even if the portion of the performance bonus pool allocated to a participant is in excess of the established target), except based on the Compensation Committee’s discretion.

 STEP 3

Establish Maximum Award

First quarter of each year            

Next, the Compensation Committee establishes a maximum award (expressed as a dollar amount) for each participant, to cap the amount in excess of the target that the Committee may in its discretion award any participant.

A participant’s award cannot exceed the portion of the performance bonus pool allocated to the participant, and also cannot exceed the maximum award amount established by the Committee. In addition, it has been the practice of the Compensation Committee to retain negative discretion in the payment of awards, which allows the Committee to reduce or eliminate any award at its discretion.

 STEP 4    

Define Performance-based Income

First quarter of each year            

The Compensation Committee determines what adjustments should be made to our consolidated net income for the year to account for factors that would not be appropriate to include when determining performance for incentive compensation purposes.

However, by reserving the ability to exercise negative discretion to reduce an award otherwise earned, the Committee retains the ability to take into account these excluded items and other factors it deems relevant.

 STEP 5

Calculate Performance-based Income and Conduct Participant Performance Assessment

First quarter of following year            

After the fiscal year ends, the amount of performance-based income earned for the year is determined.
Once this has been determined, the Compensation Committee reviews and re-assesses each participant’s performance in the context of our financial performance and seeking to achieve the goals of our compensation philosophy.

Based upon this review and re-assessment, the Committee awards incentive compensation out of each executive’s pre-allocated percentage of the performance bonus pool.

The Committee, in its discretion, then determines whether to award incentive compensation that meets or exceeds the target award (up to the maximum award established for that individual) or that is lower than the target award. Historically, the Committee has exercised its negative discretion to limit awards paid to the pre-established target amounts.

In allocating the performance bonus pool and establishing the target and maximum awards for each named executive officer, the Committee took into account:

◾   our compensation philosophy and objectives, which aim to reasonably reward superior performance while eschewing formula-driven criteria, which have the potential of providing unreasonably high compensation levels;

◾   the individual’s duties, past and expected performance of those duties and compensation history; and

◾   our goals of increasing shareholder value over the long term.

Negative discretion

An integral part of the implementation of the cash incentive compensation program by the Compensation Committee is the ability to use negative discretion for the award to each executive officer, allowing the Committee to reduce or eliminate any award notwithstanding the level of performance-based income. This gives the Committee the flexibility to appropriately evaluate the performance of each executive officer considering not only the level of performance-based income, but also Loews’s consolidated net income and the individual’s performance.

Share of 4%

Bonus Pool Allocated

James S. Tisch

19.6

% 

$3,725,000

$5,000,000

David B. Edelson

18.5

3,525,000

4,750,000

Andrew H. Tisch

13.3

2,525,000

4,000,000

Jonathan M. Tisch

15.7

3,000,000

4,500,000

Kenneth I. Siegel

17.1

3,250,000

4,500,000

The effect of accounting changes

This item was excluded because:

•  by its nature it is not a cash item;

•  it is not within the control of the company or any named executive officer; and

•  it has the possibility of increasing or decreasing net income in ways that may not be predictable when performance-based income is established.

Net losses attributed to the impairment of goodwill or

long-lived assets

This item was excluded because:

•  it is not a cash item;

•  under generally accepted accounting principles, goodwill and long-lived assets are accounted for using an impairment-based model under which the carrying value is subject to reduction, resulting in charges to income, based on a decline in fair value, but the carrying value cannot be increased in subsequent periods if fair values rise; and

•  doing so encourages management to approach impairment decisions objectively and impartially.

Any net income or loss attributable to the impact of reserve strengthening and adverse dividend or premium development associated with asbestos and environmental pollution reserves at CNA for accident years prior to 2000, and any favorable or unfavorable income statement impact of applying retroactive insurance accounting to the losses ceded in connection with CNA’s 2010 loss portfolio transfer

In 2010, CNA entered into a loss portfolio transfer transaction
under which substantially all of its estimated legacy asbestos
and environmental pollution liabilities were ceded to a reinsurer. Accordingly, the Compensation Committee determined that any remaining charges related to this pre-2001 legacy business, as well as any net income which may result from the reinsurance benefits relating to the lost portfolio transfer transaction, should not be considered when measuring current performance.

Charges relating to reserve strengthening and adverse dividend or premium development at CNA associated with accident years prior to 2000 related to mass tort claims

Charges relating to net reserve strengthening relating to CNA’s long-term care or benefit settlement option liabilities or relating to a charge recognized in connection with a disposition (or proposed disposition), a loss portfolio transfer or other transaction that is intended to fix or limit CNA’s exposure to its run-off Life & Group business

CNA’s individual and group long-term care businesses are in run-off and its payout annuity business was in run-off prior to its disposition in 2014. The Compensation Committee determined that any charges from a transaction that would substantially mitigate CNA’s exposure to these legacy businesses should not be taken into account in measuring current performance.

The Compensation Committee decided to exclude both realized gains and realized losses because the decision to realize a gain or a loss can be a discretionary decision. Accordingly, by excluding realized gains and losses, any implication that an individual could be wrongly motivated in taking or failing to take a gain or loss in an effort to impact consolidated net income would be removed. In addition, a significant component of the company’s realized investment gains and losses in recent years has included “other-than-temporary impairments” of investment securities. As is the case with respect to impairments of goodwill or long-lived assets, these impairments can only result in charges; any subsequent increase in the market value of an impaired security can be recognized only if that security is sold.

Catastrophe losses of CNA in excess of, but not less than, CNA’s budgeted amount

The Compensation Committee excluded this item because the level of catastrophes that impact a property and casualty insurer is, of course, unpredictable and, accordingly, not an appropriate way to measure performance. On the other hand, performance-based income should not be increased just because of a low level of catastrophes in any year. The Compensation Committee determined that the amount for catastrophe losses budgeted at the beginning of the year — which at times has been higher or lower than the actual level of catastrophe losses — is preferable for measuring performance.

The company’s former subsidiary, Lorillard, Inc., has been subject to numerous claims for damages related to its cigarette business allegedly resulting from actions taken many years ago. In connection with the 2008 disposition of Lorillard, Lorillard indemnified the company from any and all claims relating to the operation of its business, including smoking and health claims. In light of this, the Compensation Committee determined that any charges of this nature would not be appropriate in determining performance-based income.

The Compensation Committee determined to exclude both gains and losses from the disposal of discontinued operations in the belief that the results from a disposition, whether positive or negative, relate to the generally multi-year holding period of the asset disposed of, even though recognized in the year of disposal. Therefore, any such gains or losses could distort net income in the year of disposition.

At or Above Target

100% of PRSUs earned

At 50% to 100% of Target

Pro rata portion of PRSUs earned

Below 50% of Target

No PRSUs earned

Incentive Compensation Determination: The Compensation Committee determined in the first quarter of 2019, based upon his leadership and accomplishments discussed above, to award Mr. Tisch incentive compensation for 2018 equal to his target award, which is a modest increase from last year. This award is approximately 61.5% of the amount allocated to him from the performance bonus pool based on the level of performance-based income for the year.

Other Named Executive Officers (NEOs)

Similar to our Chief Executive Officer, each of our other named executive officers was granted a cash incentive compensation award in the first quarter of 2018 that was paid in the first quarter of 2019.

Consistent with the Compensation Committee’s philosophy of targeting overall compensation that does not fluctuate substantially year over year, the target levels for the awards for our other named executive officers, in the aggregate, did not change significantly compared to last year, and the maximum level for each other named executive officer was unchanged.

In making its determination regarding the payment of these awards to these executives, the Compensation Committee considered many of the same factors described above that it considered for our Chief Executive Officer. Based on its evaluation of each executive’s performance, including the input and recommendation of the Chief Executive Officer, the Committee, in the first quarter of 2019, awarded each of these other named executive officers incentive compensation equal to their target amount for 2018.

Incentive Compensation Determination: These incentive compensation awards amounted to approximately 61.5% of the total amount available in the performance bonus pool for each of the other named executive officers and are consistent with the Committee’s philosophy in favor of rewarding consistent, long-term superior performance, but against excessive or unreasonable compensation.

Year

All Other        

Compensation        

James S. Tisch

President and Chief Executive Officer, Office of the President

2018

$39,561 ⁽⁶⁾⁽⁷⁾

2017

91,547       

2016

101,577       

David B. Edelson

Senior Vice President and Chief Financial Officer

2018

16,000 ⁽⁸⁾    

2017

975,000

24,350       

2016

975,000

29,362       

Andrew H. Tisch

Co-Chairman of the Board, Chairman of the Executive Committee, Office of the President

2018

37,436 ⁽⁶⁾⁽⁷⁾

2017

97,935       

2016

105,961       

Jonathan M. Tisch

Co-Chairman of the Board, Chairman and Chief Executive Officer of Loews Hotels, Office of the President

2018

40,214 ⁽⁶⁾⁽⁸⁾

2017

56,017       

2016

64,447       

Kenneth I. Siegel

Senior Vice President

2018

16,000 ⁽⁸⁾